UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

Current Report

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 16, 2015

 

 

Donegal Group Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		0-15341		23-02424711
(State or other jurisdiction of incorporation)		(Commission file number)		(I.R.S. employer identification no.)
1195 River Road, Marietta, Pennsylvania				17547
(Address of principal executive offices)				(Zip code)

Registrant’s telephone number, including area code: 717-426-1931

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

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Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 29, 2014, the Board of Directors of Donegal Group Inc. (“DGI”) granted Donald H. Nikolaus, DGI’s President and Chief Executive Officer since 1986 and Chairman of the Board since 2012, a temporary medical leave of absence from his duties and responsibilities as DGI’s Chief Executive Officer, with the express understanding that, upon the conclusion of his temporary medical leave of absence, Mr. Nikolaus would resume this position. During his temporary medical leave of absence, Mr. Nikolaus continued to serve as Chairman of the Board and President of DGI.

On October 6, 2014, the Board of Directors of Donegal Mutual Insurance Company (“DMIC”) also granted Mr. Nikolaus a temporary medical leave of absence as DMIC’s Chief Executive Officer, with the express understanding that, upon the conclusion of his temporary leave of absence, Mr. Nikolaus would resume that position. DMIC’s ownership of DGI Class A common stock and Class B common stock provides DMIC with approximately 65% of the aggregate voting power of DGI stock. During his temporary medical leave of absence, Mr. Nikolaus continued to serve as President of DMIC.

Kevin G. Burke served as Acting Chief Executive Officer of DMIC and DGI during Mr. Nikolaus’ temporary medical leave of absence.

DGI is pleased to report that Mr. Nikolaus returned, effective July 16, 2015, from his temporary medical leave of absence. Upon the recommendation of Mr. Nikolaus, DGI’s Board of Directors on July 16, 2015 appointed Mr. Burke as President and Chief Executive Officer of DGI. Mr. Nikolaus continues to serve as Chairman of the Board of DGI and President and Chief Executive Officer of a number of DGI’s subsidiaries. Mr. Nikolaus also has resumed his position as Chief Executive Officer of DMIC.

DGI issued a press release on July 17, 2015, which DGI files as an exhibit to this Form 8-K Report and which DGI incorporates by reference into this Item 5.02.

 

Item 9.01.

Financial Statements and Exhibits.

 

Exhibit No.		Exhibit Description
99.1		Press Release of Donegal Group Inc. dated July 17, 2015.
99.2		Press Release of Donegal Mutual Insurance Company dated July 17, 2015

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: July 20, 2015

EXHIBIT 99.1

DONEGAL GROUP INC. ANNOUNCES KEVIN G. BURKE APPOINTED PRESIDENT AND CHIEF EXECUTIVE OFFICER

Jeffrey D. Miller

Executive Vice President and Chief Financial Officer

Phone:

(717) 426-1931

Fax:	(717) 426-7009

E-mail:

investors@donegalgroup.com

For Immediate Release

MARIETTA, Pennsylvania, July 17, 2015 –Donegal Group Inc. (“DGI”) (NASDAQ: DGICA and DGICB) announced today that Donald H. Nikolaus, the Chairman of the Board, President and Chief Executive Officer of DGI, which was founded in 1986 as a downstream holding company for Donegal Mutual Insurance Company (“DMIC”), returned, effective July 16, 2015, from a temporary medical leave of absence. During that temporary medical leave of absence, Kevin G. Burke served as Acting Chief Executive Officer of DGI while Mr. Nikolaus continued to serve as Chairman of the Board and President of DGI.

Upon the recommendation of Mr. Nikolaus, DGI’s Board of Directors on July 16, 2015 appointed Mr. Burke as DGI’s President and Chief Executive Officer to succeed Mr. Nikolaus in those capacities. Mr. Nikolaus continues to serve as Chairman of the Board of DGI and as President and Chief Executive Officer of a number of DGI’s subsidiaries.

Mr. Nikolaus advised the members of the DGI Board of Directors that the Board of Directors of DMIC, at a meeting also held on July 16, 2015, had approved the resumption by Mr. Nikolaus of his service as Chief Executive Officer of DMIC. DMIC’s ownership of DGI Class A common stock and Class B common stock provides DMIC with approximately 65% of the aggregate voting power of DGI stock.

About Donegal Group Inc.

Donegal Group Inc. is an insurance holding company with insurance subsidiaries offering personal and commercial property and casualty lines of insurance in 21 Mid-Atlantic, Midwestern, New England and Southern states. The insurance subsidiaries of DGI and Donegal Mutual Insurance Company conduct business together as the Donegal Insurance Group. The Donegal Insurance Group has an A.M. Best rating of A (Excellent). Donegal Mutual Insurance Company and DGI together own Donegal Financial Services Corporation, a grandfathered unitary savings and loan holding company that owns Union Community Bank, a state savings bank.

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DGI’s Class A common stock and Class B common stock trade on NASDAQ under the symbols DGICA and DGICB, respectively.

We base all statements contained in this release that are not historic facts on our current expectations. These statements are forward-looking in nature (as defined in the Private Securities Litigation Reform Act of 1995) and involve a number of risks and uncertainties. You should not place undue reliance on any such forward-looking statements. We disclaim any obligation to update such statements or to announce publicly the results of any revisions that we may make to any forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements.

 

2

EXHIBIT 99.2

DONEGAL MUTUAL INSURANCE COMPANY ANNOUNCES

DONALD H. NIKOLAUS RETURNS FROM MEDICAL LEAVE OF ABSENCE

Jeffrey D. Miller

Executive Vice President and Chief Financial Officer

Phone:

(717) 426-1931

Fax:	(717) 426-7009

E-mail:

jeffmiller@donegalgroup.com

For Immediate Release

MARIETTA, Pennsylvania, July 17, 2015 – Donegal Mutual Insurance Company (“DMIC”), the holder of majority voting control of Donegal Group Inc. (“DGI”) (NASDAQ: DGICA and DGICB), announced today that Donald H. Nikolaus had resumed his service as Chief Executive Officer of DMIC. Mr. Nikolaus had taken a temporary medical leave of absence as Chief Executive Officer of DMIC commencing in October 2014. During his temporary medical leave of absence, Mr. Nikolaus continued to serve as President of DMIC.

About the Donegal Insurance Group

Donegal Mutual Insurance Company and Donegal Group Inc. conduct business together as the Donegal Insurance Group. The Donegal Insurance Group and its insurance subsidiaries offer personal and commercial property and casualty lines of insurance in 21 Mid-Atlantic, Midwestern, New England and Southern states. The Donegal Insurance Group has an A.M. Best rating of A (Excellent). Donegal Mutual Insurance Company and DGI together own Donegal Financial Services Corporation, a grandfathered unitary savings and loan holding company that owns Union Community Bank, a state savings bank.